Every DEF 14A that Lee Enterprises, Inc. (LEE) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A DEF 14A covers the proxy statement, with executive pay and the shareholder votes, so if you follow LEE and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full LEE filings page.
Lee Enterprises, Incorporated will hold its 2026 annual stockholders meeting virtually on April 6, 2026, at 9:00 a.m. Central Time. Investors will vote on electing two directors for terms expiring in 2029, an advisory say‑on‑pay resolution, an amendment to the 2020 Long‑Term Incentive Plan, and ratifying BDO USA, P.C. as auditor for fiscal 2026.
The board seeks approval to add 1,700,000 shares to the long‑term incentive pool, increasing total shares available for awards to 2,398,144 and raising equity overhang from 3% to 11%, with an expected 2026 burn rate of about 3.6%. Executive pay is being shifted toward performance, with annual bonuses moving to a single Adjusted EBITDA metric for 2026 and long‑term awards split between stock options, performance share units, and restricted stock.
Governance changes include David Hoffmann becoming chairman following a private placement, the voluntary retirement of CEO and director Kevin Mowbray, and the board’s downsizing and reclassification to keep three staggered classes. Hoffmann beneficially owns about 52.6% of common stock, making Lee a “controlled company,” though the board continues to use fully independent committees and a majority‑independent structure.
Lee Enterprises, Incorporated is asking stockholders to approve several proposals at a virtual special meeting on February 3, 2026. The key items are an amendment to its charter to increase authorized common shares from 12,000,000 to 40,000,000 and approvals tied to a private placement of up to 16,000,000 common shares at $3.25 per share, expected to raise about $50.0 million in gross proceeds.
The private placement is conditioned on stockholder approval of the share increase, a Nasdaq 20% share issuance proposal, and a Nasdaq change of control proposal. If completed, investors and their affiliates are expected to own about 79% of outstanding common stock, with anchor investor David Hoffmann and affiliates increasing their stake from about 9.9% to roughly 52% and gaining board chairmanship and an additional board designee.
The company discloses recurring net losses and indicates it needs this financing to continue as a going concern and to support operations. Concurrently, its long‑term term loan with BH Finance LLC would be amended to cut the interest margin from 9.00% to 5.00% for five years, which is expected to save roughly $18 million annually, or about $90 million in total. CEO Kevin Mowbray plans to retire immediately before closing, with COO Nathan Bekke expected to serve as interim CEO; Mowbray will receive a $1.5 million severance and COBRA premiums, contingent on closing.
Lee Enterprises called a special meeting to seek stockholder approval for three charter amendments: increasing authorized common stock from 12,000,000 to 32,000,000 shares, creating up to 20,000,000 shares of Non‑Voting Common Stock, and authorizing up to 10,500,000 shares of blank‑check preferred. An adjournment proposal is also included.
The company links these actions to a contemplated equity rights offering of up to $50.0 million, with expected use of proceeds for general corporate purposes including technology investments. If the full amount is raised, the term loan lender has agreed in‑principle to reduce the annual interest rate from 9% to 5% for five years, which the company estimates at approximately $18 million in annual savings and up to $90 million over five years, subject to definitive documentation. The rights offering is expected to commence only after approval of the common stock increase and the non‑voting class. The Board unanimously recommends voting “FOR” all proposals. Shares outstanding were 6,262,967 as of October 22, 2025; this is a baseline figure, not the amount being offered.